Form 8-K

8-K — Southland Holdings, Inc.

Accession: 0001829126-26-012322

Filed: 2026-11-12

Period: 2026-11-11

CIK: 0001883814

SIC: 1600 (HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS)

Item: Entry into a Material Definitive Agreement

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — southland_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (southland_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (southland_ex99-1.htm)

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2026-11-11

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 11, 2026

SOUTHLAND HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-41090

87-1783910

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

1100 Kubota Drive

Grapevine, TX 76051

(Address of Principal Executive Offices) (Zip Code)

(817) 293-4263

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

SLND

NYSE American LLC

Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share

SLND WS

NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, Southland Holdings, Inc., a Delaware corporation (the “Company”) entered into a financial assistance agreement (the “Financial Assistance Agreement”), which governs the terms on which certain sureties of the Company (each, a “Surety,” and collectively, the “Sureties”) have provided, and may continue to provide in the future, financing assistance in respect of bonded construction contracts and projects.

Under the terms of the Financial Assistance Agreement, any Surety or Sureties providing financing that is not providing bonds shall be deemed to be providing “Non-Bonding Financing.” The Financial Assistance Agreement provides for, among other things, conversion of certain Non-Bonding Financing into senior non-voting preferred shares (the “Preferred Shares”) in accordance with the terms of a Preferred Shares Term Sheet attached to the Financial Assistance Agreement.

On November 11, 2026, the Company and certain other related entities, certain individual shareholder indemnitors, the Sureties, and Berkshire Hathaway Specialty Insurance Company, as collateral agent, entered into the second amendment to the Financial Assistance Agreement (the “Second Amendment”).

Prior to giving effect to the Second Amendment, the Preferred Shares were required to be issued no later than November 13, 2026. Under the terms of the Second Amendment, the date by which the Preferred Shares are required to be issued has been extended to be no later than December 18, 2026.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which will be filed as an exhibit to this Current Report on Form 8-K.

Item 2.02 Results of Operations and Financial Condition.

On November 12, 2026, Southland Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing financial results for the quarter ended September 30, 2026. Additional information is included in the Company’s press release. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The foregoing description of the press release is qualified in its entirety by reference to the attached exhibit.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

10.1

Second Amendment to Financial Assistance Agreement, dated as of November 11, 2026, by and among Southland Holdings, Inc., Southland Holdings LLC, the other principals and indemnitors party thereto, Berkshire Hathaway Specialty Insurance Company, Zurich American Insurance Company, Hartford Fire Insurance Company, Euler Hermes North America Insurance Company, Markel Insurance Company, Western Surety Company, Federal Insurance Company and Berkshire Hathaway Specialty Insurance Company, as collateral agent.

99.1

Press Release dated November 12, 2026.

104

Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 12, 2026

SOUTHLAND HOLDINGS, INC.

By:

/s/ Frank S. Renda

Name:

Frank S. Renda

Title:

President and Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: southland_ex10-1.htm · Sequence: 2

Exhibit

10.1

SECOND

AMENDMENT TO FINANCIAL ASSISTANCE AGREEMENT

This SECOND

AMENDMENT TO FINANCIAL ASSISTANCE AGREEMENT (this “Amendment”) is entered into as of November 11, 2026,

by and among (i) Berkshire Hathaway Specialty Insurance Company (“Berkshire”), Zurich American Insurance Company,

Hartford Fire Insurance Company, Euler Hermes North America, Markel Insurance Company, Western Surety Company, Federal Insurance Company

(collectively referred to as “Sureties” and each as “Surety”), (ii) Southland Holdings,

LLC (“Southland”), Southland Holdings, Inc., Southland RE Properties LLC, Southland Contracting, Inc., Heritage

Materials, LLC, Southland Mole of Canada, Ltd., Johnson Bros. Corporation, a Southland Company, Oscar Renda Contracting, Inc., Oscar

Renda Contracting of Canada, Inc., Renda Pacific LLC, Mole Constructors, Inc., American Bridge Holding Company, American Bridge Company,

American Bridge Manufacturing Company, American Dock & Transfer Company, American Bridge International Corporation, American Bridge

Canada Company, Renda-Jbros Joint Venture, Southland Renda JV, Southland Mole JV (collectively, the “Principals”),

(iii) Frankie Scott Renda, Amanda Renda, Rudolph V. Renda, Christy Lee Renda, Walter Timothy Winn (collectively, the “Shareholder

Indemnitors” and, together with the Principals, the “Indemnitors” and each an “Indemnitor”)

and (iv) Berkshire, as collateral agent for the benefit of the Sureties identified herein (together with its successors and assigns in

such capacity, the “Collateral Agent”).

WITNESSETH:

WHEREAS, the Sureties,

the Indemnitors and the Collateral Agent are parties to that certain Financial Assistance Agreement, dated as of August 13, 2026 (as amended,

restated, supplemented or otherwise modified prior to the date hereof, the “Financial Assistance Agreement”);

and

WHEREAS, the Indemnitors

have requested that the Sureties and the Collateral Agent provide for certain modifications to the Financial Assistance Agreement, and

the Sureties and the Collateral Agent are willing to do so upon the terms and conditions set forth herein.

NOW

THEREFORE, in consideration of the premises and the mutual covenants contained herein, and other good and valuable consideration

the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

SECTION

1. Defined Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings assigned to such

terms in the Financial Assistance Agreement.

SECTION

2. Amendment. Paragraph 45 of the Financial Assistance Agreement is hereby amended to amend and restate the penultimate sentence

of such paragraph to read as follows:

“The

Preferred Shares shall be issued no later than December 18, 2026.”

SECTION

3. Effectiveness. This Amendment shall become effective as of the date first set forth above upon Southland’s receipt

of counterpart signature pages of this Amendment duly executed by the Sureties, the Indemnitors and the Collateral Agent.

SECTION

4. Effect of Amendment. Except as expressly set forth herein, all terms of the Financial Assistance Agreement shall be and

remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Indemnitors and the

other parties thereto, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of

creditors’ rights generally and by general principles of equity. The execution of this Amendment shall not serve to effect a novation

of any obligations under the Financial Assistance Agreement.

SECTION

5. Counterparts. This Amendment may be executed in any number of counterparts, all of which shall constitute one and the same

agreement. This Amendment may be executed by signatures delivered by facsimile or electronic mail, each of which shall be fully binding

on the signing party.

SECTION

6. Governing Law; Venue; Waiver of Jury Trial. The provisions of paragraphs 61 and 62 of the Financial Assistance Agreement

are hereby incorporated herein by reference and shall apply to this Amendment, mutatis mutandis.

[Remainder

of page intentionally left blank.]

WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.

SOUTHLAND HOLDINGS

LLC,

as a Principal

By:

Name:

Frankie Renda

Title:

Chief Executive Officer

[Signature

Page to Second Amendment to Financial Assistance Agreement]

SOUTHLAND HOLDINGS,

INC.

SOUTHLAND RE PROPERTIES

LLC

SOUTHLAND CONTRACTING,

INC.

HERITAGE MATERIALS,

LLC

SOUTHLAND MOLE

OF CANADA LTD.

JOHNSON BROS.

CORPORATION, A SOUTHLAND COMPANY

OSCAR RENDA CONTRACTING,

INC.

OSCAR RENDA CONTRACTING

OF CANADA, INC.

RENDA PACIFIC,

LLC

MOLE CONSTRUCTORS,

INC.

AMERICAN BRIDGE

HOLDING COMPANY

AMERICAN BRIDGE

COMPANY

AMERICAN BRIDGE

MANUFACTURING COMPANY

AMERICAN DOCK

& TRANSFER COMPANY

AMERICAN BRIDGE

INTERNATIONAL CORPORATION

AMERICAN BRIDGE

CANADA COMPANY,

each as a Principal

By:

Name:

Frankie Renda

Title:

Chief Executive Officer

[Signature

Page to Second Amendment to Financial Assistance Agreement]

RENDA-JBROS JOINT

VENTURE.

as a Principal

By:

Oscar Renda Contracting,

Inc., as a member

By:

Name:

Frankie Renda

Title:

Chief Executive Officer

[Signature

Page to Second Amendment to Financial Assistance Agreement]

RENDA-JBROS JOINT

VENTURE,

as a Principal

By:

Johnson Bros.

Corporation, a Southland Company, as a member

By:

Name:

Frankie Renda

Title:

Chief Executive Officer

[Signature

Page to Second Amendment to Financial Assistance Agreement]

SOUTHLAND RENDA

JV,

as a Principal

By:

Southland Contracting,

Inc., as a member

By:

Name:

Frankie Renda

Title:

Chief Executive Officer

[Signature

Page to Second Amendment to Financial Assistance Agreement]

SOUTHLAND RENDA

JV,

as a Principal

By:

Oscar Renda Contracting,

Inc., as a member

By:

Name:

Frankie Renda

Title:

Chief Executive Officer

[Signature

Page to Second Amendment to Financial Assistance Agreement]

SOUTHLAND MOLE

JV,

as a Principal

By:

Southland Contracting,

Inc., as a member

By:

Name:

Frankie Renda

Title:

Chief Executive Officer

[Signature

Page to Second Amendment to Financial Assistance Agreement]

SOUTHLAND MOLE

JV,

as a Principal

By:

Mole Constructors,

Inc., as a member

By:

Name:

Frankie Renda

Title:

Chief Executive Officer

[Signature

Page to Second Amendment to Financial Assistance Agreement]

By:

Frankie Scott Renda, individually

as a

Shareholder Indemnitor

By:

Amanda Renda, individually

as a

Shareholder Indemnitor

By:

Rudolph V. Renda, individually

as a

Shareholder Indemnitor

By:

Christy Lee Renda, individually

as a

Shareholder Indemnitor

By:

Walter Timothy Winn, individually

as a

Shareholder Indemnitor

[Signature

Page to Second Amendment to Financial Assistance Agreement]

BERKSHIRE HATHAWAY

SPECIALTY INSURANCE COMPANY,

as a Surety

By:

Name:

Jeffrey Jubera

Title:

VP Global Surety Claims

[Signature

Page to Second Amendment to Financial Assistance Agreement]

ZURICH AMERICAN

INSURANCE COMPANY,

as a Surety

By:

Name:

Niel Franzese

Title:

AVP Team Lead

[Signature

Page to Second Amendment to Financial Assistance Agreement]

WESTERN SURETY

COMPANY,

as a Surety

By:

Name:

Title:

[Signature

Page to Second Amendment to Financial Assistance Agreement]

MARKEL INSURANCE

COMPANY,

as a Surety

By:

Name:

Tim Sherry

Title:

Vice President

[Signature

Page to Second Amendment to Financial Assistance Agreement]

EULER HERMES NORTH

AMERICA INSURANCE COMPANY,

as a Surety

By:

Name:

Regina E. Gaebel

Title:

Head of Surety Claims

[Signature

Page to Second Amendment to Financial Assistance Agreement]

FEDERAL INSURANCE

COMPANY,

as a Surety

By:

Name:

Title:

[Signature

Page to Second Amendment to Financial Assistance Agreement]

HARTFORD FIRE

INSURANCE COMPANY,

as a Surety

By:

Name:

Greg Dailey

Title:

[Signature

Page to Second Amendment to Financial Assistance Agreement]

BERKSHIRE HATHAWAY

SPECIALTY INSURANCE COMPANY,

as Collateral Agent

By:

Name:

Jeffrey Jubera

Title:

VP Global Surety Claims

[Signature

Page to Second Amendment to Financial Assistance Agreement]

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: southland_ex99-1.htm · Sequence: 3

Exhibit 99.1

Southland Announces Third Quarter 2026 Results

GRAPEVINE, Texas, November 12, 2026 – Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure construction services, today announced financial results for the quarter ended September 30, 2026.

●

Revenue of $233.8 million for the quarter ended September 30, 2026, compared to $213.3 million for the quarter ended September 30, 2025.

●

Gross profit of $20.6 million for the quarter ended September 30, 2026, compared to $1.9 million in gross profit for the quarter ended September 30, 2025.

●

Gross profit margin of 8.8% for the quarter ended September 30, 2026, compared to 0.9% gross profit margin for the quarter ended September 30, 2025.

●

Other income, net of $32.4 million for the quarter ended September 30, 2026, compared to $2.0 million in other income, net for the quarter ended September 30, 2025. The increase was primarily driven by $28.7 million of other income related to the previously disclosed settlement with Liberty Mutual in connection with the Washington State Convention Center Project.

●

Net income attributable to stockholders of $33.7 million, or $0.62 per diluted share for the quarter ended September 30, 2026, compared to a net loss attributable to stockholders of $75.3 million, or $(1.39) per share for the quarter ended September 30, 2025.

●

EBITDA of $43.2 million for the quarter ended September 30, 2026, compared to $(3.5) million

for the quarter ended September 30, 2025.(1)

●

Backlog of $1.71 billion.(1)

(1) Please refer to “Non-GAAP Financial Measures” and

reconciliations for our non-GAAP financial measures, including “EBITDA” and “Backlog”

“Our third quarter results reflect continued execution of our strategic plan and an improvement in our operating performance,” said Frank Renda, Southland’s President & Chief Executive Officer. “During the quarter, we improved gross margin to 8.8%, delivered operating income of $7.0 million, and grew our backlog to $1.71 billion. This marks meaningful progress, and we remain focused on the work ahead. Demand for our services continues to be strong, and we believe Southland is well positioned to convert its share of new opportunities into profitable awards.”

2026 Third Quarter Results

Condensed Consolidated Statements of Operations (unaudited)

Three Months Ended

(Amounts in thousands)

September 30,

2026

September 30,

2025

Revenue

233,775

213,343

Cost of construction

213,189

211,402

Gross profit

20,586

1,941

Selling, general, and administrative expenses

13,628

14,587

Operating income (loss)

6,958

(12,646

)

Gain (loss) on investments, net

)

Other income, net

32,402

1,973

Interest expense

(4,109

)

(9,166

)

Earnings (losses) before income taxes

35,246

(19,789

)

Income tax expense

543

57,194

Net income (loss)

34,703

(76,983

)

Net income (loss) attributable to noncontrolling interests

990

(1,714

)

Net income (loss) attributable to Southland stockholders

33,713

(75,269

)

Net income (loss) per share attributable to common stockholders

Basic(1)

0.62

(1.39

)

Diluted(1)

0.62

(1.39

)

Weighted average shares outstanding

Basic(1)

54,473,554

54,113,036

Diluted(1)

54,490,750

54,113,036

(1)

Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the three months ended September 30, 2025, because the inclusion of potential shares of common stock would have been anti-dilutive for the period presented.

Revenue for the three months ended September 30, 2026, was $233.8 million, an increase of $20.4 million, or 9.6%, compared to the three months ended September 30, 2025. The Materials & Paving business contributed $17.4 million to revenue in the three months ended September 30, 2026.

Gross profit for the three months ended September 30, 2026, was $20.6 million compared to gross profit of $1.9 million for the three months ended September 30, 2025. Gross margin increased from 0.9% to 8.8% for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The Materials & Paving business negatively impacted gross profit by $10.2 million in the three months ended September 30, 2026.

Selling, general, and administrative costs for the three months ended September 30, 2026, were $13.6 million, a decrease of $1.0 million, or 6.6%, compared to the three months ended September 30, 2025. Selling, general, and administrative costs as a percent of revenue were 5.8% for the three months ended September 30, 2026, compared to 6.8% for the three months ended September 30, 2025.

Condensed Consolidated Statements of Operations (unaudited)

Nine Months Ended

(Amounts in thousands)

September 30,

2026

September 30,

2025

Revenue

519,486

668,211

Cost of construction

574,889

632,823

Gross profit (loss)

(55,403

)

35,388

Selling, general, and administrative expenses

45,276

44,624

Operating loss

(100,679

)

(9,236

)

Gain on investments, net

209

126

Other income, net

38,923

4,294

Interest expense

(20,126

)

(28,023

)

Losses before income taxes

(81,673

)

(32,839

)

Income tax expense (benefit)

(1,050

)

56,820

Net loss

(80,623

)

(89,659

)

Net income (loss) attributable to noncontrolling interests

(1,717

)

468

Net loss attributable to Southland stockholders

(78,906

)

(90,127

)

Net loss per share attributable to common stockholders

Basic(1)

(1.45

)

(1.67

)

Diluted(1)

(1.45

)

(1.67

)

Weighted average shares outstanding

Basic(1)

54,281,990

54,028,363

Diluted(1)

54,281,990

54,028,363

(1)

Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the nine months ended September 30, 2026, and September 30, 2025, because the inclusion of potential shares of common stock would have been anti-dilutive for the period presented.

Revenue for the nine months ended September 30, 2026, was $519.5 million, a decrease of $148.7 million, or 22.3%, compared to the nine months ended September 30, 2025. The Materials & Paving business contributed $40.1 million to revenue in the nine months ended September 30, 2026.

Gross loss for the nine months ended September 30, 2026, was $55.4 million compared to gross profit of $35.4 million for the nine months ended September 30, 2025. Gross margin decreased from 5.3% to (10.7)% for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The Materials & Paving business negatively impacted gross profit by $39.6 million in the nine months ended September 30, 2026.

Selling, general, and administrative costs for the nine months ended September 30, 2026, were $45.3 million, an increase of $0.7 million, or 1.5%, compared to the nine months ended September 30, 2025. Selling, general, and administrative costs as a percent of revenue were 8.7% for the nine months ended September 30, 2026, compared to 6.7% for the nine months ended September 30, 2025.

Segment Revenue

Three Months Ended

(Amounts in thousands)

September 30,

2026

September 30,

2025

% of Total

Segment

Revenue

Civil

107,342

45.9

99,481

46.6

Transportation

126,433

54.1

113,862

53.4

Total revenue

233,775

100.0

213,343

100.0

Nine Months Ended

(Amounts in thousands)

September 30,

2026

September 30,

2025

% of Total

Segment

Revenue

Civil

252,121

48.5

283,927

42.5

Transportation

267,365

51.5

384,284

57.5

Total revenue

519,486

100.0

668,211

100.0

Segment Gross Profit (Loss)

Three Months Ended

(Amounts in thousands)

September 30,

2026

September 30,

2025

% of Segment

Segment

Gross Profit

Revenue

Gross Profit

Revenue

Civil

14,308

13.3

10,398

10.5

Transportation

6,278

5.0

(8,457

)

(7.4

Gross profit

20,586

8.8

1,941

0.9

Nine Months Ended

(Amounts in thousands)

September 30,

2026

September 30,

2025

% of Segment

Segment

Gross Profit

Revenue

Gross Profit

Revenue

Civil

1,886

0.7

47,164

16.6

Transportation

(57,289

)

(21.4

(11,776

)

(3.1

Gross profit (loss)

(55,403

)

(10.7

35,388

5.3

EBITDA Reconciliation

Three Months Ended

Nine Months Ended

(Amounts in thousands)

September 30,

2026

September 30,

2025

September 30,

2026

September 30,

2025

Net income (loss) attributable to Southland stockholders

33,713

(75,269

)

(78,906

)

(90,127

)

Depreciation and amortization

5,000

5,629

16,081

17,530

Income tax expense (benefit)

543

57,194

(1,050

)

56,820

Interest expense

4,109

9,166

20,126

28,023

Interest income

(174

)

(221

)

(542

)

(1,473

)

EBITDA

43,191

(3,501

)

(44,291

)

10,773

Backlog

(Amounts in thousands)

Balance December 31, 2025

2,031,080

New contracts, change orders, and adjustments

202,745

Less: contract revenue recognized in 2026

(519,486

)

Balance September 30, 2026

1,714,339

Condensed Consolidated Balance Sheets (unaudited)

As of

(Amounts in thousands, except share and per share data)

September 30,

2026

December 31,

2025

ASSETS

Current assets

Cash and cash equivalents

35,936

52,713

Restricted cash

10,875

14,755

Accounts receivable, net

122,569

145,031

Retainage receivables

97,630

101,779

Contract assets

257,191

389,362

Other current assets

26,297

30,326

Total current assets

550,498

733,966

Property and equipment, net

87,644

107,305

Right-of-use assets

8,570

10,524

Investments - unconsolidated entities

124,067

129,696

Investments - limited liability companies

2,262

2,323

Investments - private equity

2,387

2,588

Deferred tax asset

Goodwill

1,528

Intangible assets, net

1,180

Other noncurrent assets

167

Total noncurrent assets

227,658

255,314

Total assets

778,156

989,280

LIABILITIES AND EQUITY

Current liabilities

Accounts payable

85,998

224,915

Retainage payable

27,629

36,977

Accrued liabilities

53,510

80,011

Current portion of long-term debt

39,618

53,731

Short-term operating lease liabilities

6,717

6,808

Contract liabilities

181,730

252,543

Total current liabilities

395,202

654,985

Long-term debt

386,479

203,971

Long-term operating lease liabilities

12,853

16,403

Deferred tax liabilities

1,509

3,032

Financing obligations, net

41,352

41,440

Long-term accrued liabilities

58,075

Surety payable

55,366

103,205

Other noncurrent liabilities

40,599

40,675

Total long-term liabilities

596,233

466,801

Total liabilities

991,435

1,121,786

Stockholders’ equity (deficit)

Preferred stock, $0.0001 par value, authorized 50,000,000 shares, none issued and outstanding as of September 30, 2026 and December 31, 2025

Common stock, $0.0001 par value, authorized 500,000,000 shares, 54,508,944 and 54,113,036 issued and outstanding as of September 30, 2026 and December 31, 2025, respectively

Additional paid-in-capital

294,092

293,237

Accumulated deficit

(510,064

)

(431,158

)

Accumulated other comprehensive loss

(3,662

)

(3,018

)

Total stockholders’ equity (deficit)

(219,629

)

(140,934

)

Noncontrolling interest

6,350

8,428

Total equity (deficit)

(213,279

)

(132,506

)

Total liabilities and equity

778,156

989,280

Condensed Consolidated Statement of Cash Flows (unaudited)

Nine Months Ended

(Amounts in thousands)

September 30,

2026

September 30,

2025

Cash flows from operating activities:

Net loss

(80,623

)

(89,659

)

Adjustments to reconcile net loss to net cash used in operating activities

Depreciation and amortization

16,081

17,530

Amortization of deferred financing costs

1,412

1,387

Gain on extinguishment of surety payable

(28,703

)

Deferred taxes

(1,450

)

57,218

Share based compensation

885

820

Gain on sale of assets

(10,099

)

(2,743

)

Foreign currency remeasurement (gain) loss

(53

)

Loss (earnings) from equity method investments

2,835

(8,131

)

Gain on trading securities, net

(209

)

(126

)

Changes in assets and liabilities:

Accounts and retainage receivables

49,278

2,861

Contract assets

109,425

(11,055

)

Other current assets

4,030

(8,851

)

Right-of-use assets

1,954

4,997

Accounts payable, retainage payable and accrued liabilities

(174,598

)

28,174

Contract liabilities

(70,825

)

18,498

Operating lease liabilities

(2,078

)

(4,976

)

Other noncurrent liabilities

(5,000

)

Other

3,920

1,002

Net cash provided by (used in) operating activities

(183,683

)

6,893

Cash flows from investing activities:

Purchase of property and equipment

(1,509

)

(3,446

)

Proceeds from sale of property and equipment

13,096

6,264

Distributions from other investments

410

271

Distributions from investees

184

Capital contribution to unconsolidated investments

(184

)

Return of investment in limited liability company

Net cash provided by investing activities

12,058

3,089

Cash flows from financing activities:

Advancement of surety funds

220,740

Payments on notes payable

(67,867

)

(39,010

)

Payments of deferred financing costs

(297

)

Payments to related parties

)

Payments on finance lease and financing obligations

(1,643

)

(832

)

Distribution to members

(217

)

Payment of taxes related to net share settlement of RSUs

(30

)

(121

)

Net cash provided by (used in) financing activities

150,979

(40,263

)

Effect of exchange rate on cash

(11

)

Net decrease in cash and cash equivalents and restricted cash

(20,657

)

(30,217

)

Beginning of period

67,468

87,561

End of period

46,811

57,344

Supplemental cash flow information

Cash paid for income taxes

775

734

Cash paid for interest

15,154

26,781

Non-cash investing and financing activities:

Lease assets obtained in exchange for new leases

2,184

9,311

Assets obtained in exchange for notes payable

5,585

Conference Call

Southland will host a conference

call at 10:00 a.m. Eastern Time on Friday, November 13, 2026. The call may be accessed here, or at www.southlandholdings.com.

Following the conference call, a replay will be available on Southland’s website.

About Southland

Southland is a leading provider of specialized infrastructure construction services. With roots dating back to 1900, Southland and its subsidiaries form one of the largest infrastructure construction companies in North America, with experience throughout the world. The company serves the bridges, tunneling, communications, data centers, transportation and facilities, marine, steel structures, water and wastewater treatment, and water pipeline end markets. Southland is headquartered in Grapevine, Texas.

For more information, please

visit Southland’s website at southlandholdings.com.

Non-GAAP Financial Measures

This press release includes certain unaudited financial measures not presented in accordance with generally accepted accounting principles (“GAAP”), including but not limited to earnings before interest, taxes, depreciation, and amortization (“EBITDA”), backlog, and certain ratios and other metrics derived therefrom. Note that other companies may calculate these non-GAAP financial measures differently, and therefore such financial measures may not be directly comparable to similarly titled measures of other companies. Further, these non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. Southland believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Southland’s financial condition and results of operations. Southland also believes that these non-GAAP financial measures provide an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which items of expense and income are excluded or included in determining these non-GAAP financial measures.

Please see the accompanying table for reconciliations of the following non-GAAP financial measures for Southland’s current and historical results: EBITDA (non-GAAP financial measures) to net income (loss) attributable toSouthland stockholders.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Southland’s current beliefs, expectations and assumptions regarding the future of Southland’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Southland’s control. Southland’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Any forward-looking statement made by Southland in this press release is based only on information currently available to Southland and speaks only as of the date on which it is made. Southland undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Southland Contacts:

Keith Bassano

Chief Financial Officer

kbassano@southlandholdings.com

Alex Murray

Vice President, Corporate Development & Investor Relations

amurray@southlandholdings.com

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